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                                   CART, INC.

                      OFFICIAL ORGANIZER/PROMOTER AGREEMENT

                                CHICAGO, ILLINOIS

                           DRAFT as of: May 11, 1998


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                                   CART, INC.
                      OFFICIAL ORGANIZER/PROMOTER AGREEMENT



The undersigned hereby applies for the right to conduct a FedEx Championship
Series (herein sometimes referred to as "the Series") race Competition
sanctioned or co-sanctioned by CART, Inc. ("CART"), upon the following terms and
conditions. It is understood that this is an application only until accepted and
approved by CART in writing and that this Competition shall not be advertised or
communicated to the public, press or any other media or business arrangement as
having been approved by CART until this application has been so approved and
until an official sanction has been granted by CART.


         Track:                     Chicago Motor Speedway
         Location:                          Cicero, Illinois
         Organizer/Promoter:        Ganassi Group, L.L.C.
         Address:                           c/o Brendan McManus, 35th floor
                                            One Oxford Centre
                                            Pittsburgh, PA  15219
         Telephone:                         (412) 391-3660
         Facsimile:                         (412) 391-4013
         Race Distance:          200 miles
         Track Length and Type:     One Mile oval
         Postponed Date:            next clear day or as mutually agreed


DEFINITIONS:

          A.   The term "Competition" as used herein shall include the annual
               Championship Car race(s) designated hereinabove, as well as all
               time trials, practice runs and rain or postponed dates related
               thereto.

          B.   The term "Event" as used herein shall include the Competition(s)
               as well as any other race(s), race-related activities or any
               other activities associated with the Competition(s), as approved
               by CART hereunder.

          C.   The terms "Dollars" and "$" refer to the lawful currency of the
               United States of America.

          D.   References in this Agreement to "FedEx" shall be to Federal
               Express Corporation, and/or (where applicable) any successor or
               additional Series title or co-title sponsor.

          E.   References in this Agreement to "PPG" shall be to PPG Industries,
               Inc., and/or (where applicable) any successor Series title or
               co-title sponsor.






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          1.   A.   Subject to compliance with all the terms and conditions set
                    forth in this Agreement, Organizer/Promoter shall
                    organize,promote and conduct a FedEx Championship Series
                    race Competition in the following year(s): 1999, 2000, 2001,
                    2002 and 2003. Notwithstanding anything herein to the
                    contrary, CART shall have the option, exercisable by written
                    notice given to Organizer/Promoter within thirty (30) days
                    after the 1999 Event to terminate this Agreement without
                    further liability after the conclusion of the 2000 Event,
                    based on objectively defined quantifiable dissatisfaction
                    with the facility.

               B.   The date for the 1999 race will be a fall date, to be
                    mutually agreed. CART and Organizer/Promoter will mutually
                    agree as to the dates for the subsequent races.

               C.   Organizer/Promoter agrees not to organize, promote, conduct,
                    authorize or permit the staging of any other major motor
                    racing event(s) at the track designated hereinabove, without
                    the written approval of CART, within the following period of
                    time either preceding or following any Competition
                    hereunder: two (2) weeks.

               D.   In addition to the annual FedEx Championship Series
                    Competition to be conducted by Organizer/Promoter, the other
                    races to be held during each Event shall include up to three
                    (3) support races to be provided by CART, subject to a
                    further mutual agreement as to the commercial terms for such
                    additional races.


          2.   The total Organization and Rights Fee payable for the 1999
               Competition shall be One Million Seven Hundred Fifty Thousand
               ($1,750,000.00) Dollars and shall be paid to CART as follows:

               A.   Fifteen (15%) percent, or Two Hundred Sixty Two Thousand
                    Five Hundred ($262,500.00) Dollars by January 1, 1999.

               B.   Thirty-five (35%) percent, or Six Hundred Twelve Thousand
                    Five Hundred ($612,500.00) Dollars by May 1, 1999.

               C.   The balance due of Eight Hundred Seventy Five Thousand
                    ($875,000.00) Dollars not later than thirty (30) days prior
                    to the date of the race.


          3.   The total Organization and Rights Fee payable for the 2000
               Competition shall be One Million Eight Hundred Thirty Seven
               Thousand Five Hundred ($1,837,500.00) Dollars and shall be paid
               to CART as follows:

               A.   Fifteen (15%) percent, or Two Hundred Seventy Five Thousand
                    Six Hundred Twenty Five ($275,625.00) Dollars by January 1,
                    2000.




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               B.   Thirty-five (35%) percent, or Six Hundred Forty Three
                    Thousand One Hundred Twenty Five ($643,125.00) Dollars by
                    May 1, 2000.

               C.   The balance due of Nine Hundred Eighteen Thousand Seven
                    Hundred Fifty ($918,750.00) Dollars not later than thirty
                    (30) days prior to the date of the race.


          4.   The total Organization and Rights Fee payable for the 2001
               Competition shall be One Million Nine Hundred Twenty Nine
               Thousand Three Hundred Seventy Five ($1,929,375.00) Dollars and
               shall be paid to CART as follows:

               A.   Fifteen (15%) percent, or Two Hundred Eighty Nine Thousand
                    Four Hundred Six ($289,406.00) Dollars by January 1, 2001.

               B.   Thirty-five (35%) percent, or Six Hundred Seventy Five
                    Thousand Two Hundred Eighty One ($675,281.00) Dollars by May
                    1, 2001.

               C.   The balance due of Nine Hundred Sixty Four Thousand Six
                    Hundred Eighty Eight ($964,688.00) Dollars not later than
                    thirty (30) days prior to the date of the race.


          5.   The total Organization and Rights Fee payable for the 2002
               Competition shall be Two Million Twenty Five Thousand Eight
               Hundred Forty Four ($2,025,844.00) Dollars and shall be paid to
               CART as follows:

               A.   Fifteen (15%) percent, or Three Hundred Three Thousand Eight
                    Hundred Seventy Seven ($303,877.00) Dollars by January 1,
                    2002.

               B.   Thirty-five (35%) percent, or Seven Hundred Forty Four
                    Thousand Four Hundred Ninety Eight ($744,498.00) Dollars by
                    May 1, 2002.

               C.   The balance due of One Million Sixty Three Thousand Five
                    Hundred Sixty Eight ($1,063,568.00) Dollars not later than
                    thirty (30) days prior to the date of the race.


          6.   The total Organization and Rights Fee payable for the 2003
               Competition shall be Two Million One Hundred Twenty Seven
               Thousand One Hundred Thirty Six ($2,127,136.00) Dollars and shall
               be paid to CART as follows:

               A.   Fifteen (15%) percent, or Three Hundred Nineteen Thousand
                    Seventy ($319,070.00) Dollars by January 1, 2003.

               B.   Thirty-five (35%) percent, or Seven Hundred Forty Four
                    Thousand Four Hundred Ninety Eight ($744,498.00) Dollars by
                    May 1, 2003.





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               C.   The balance due of One Million Sixty Three Thousand Five
                    Hundred Sixty Eight ($1,063,568.00) Dollars not later than
                    thirty (30) days prior to the date of the race.


          7.   Organizer/Promoter expressly understands and agrees that said
               Organization and Rights Fees are intended to be net and are
               non-refundable except as expressly provided in this Agreement. If
               said Organization and Rights Fees are not paid to CART in the
               manner and by the time provided above, CART shall have the option
               to declare this Agreement terminated, in which circumstance CART
               will be relieved from any further liability or responsibility
               hereunder, and in addition, Organizer/Promoter shall forthwith
               pay to CART and CART shall be entitled to enforce collection of
               the amount required under this Agreement for the current year and
               the next following year as liquidated damages and not as a
               penalty, together with all costs incurred by CART in connection
               therewith, including reasonable attorney fees, and interest at
               the rate of twelve (12%) percent per annum.


          8.   Organizer/Promoter shall not be responsible for any purse
               distribution whatsoever in respect to a Competition. CART must
               approve any and all awards given in conjunction with a
               Competition and/or for the FedEx Championship Series and CART
               agrees that such approval shall not be unreasonably withheld.
               Organizer/Promoter agrees to provide driver and owner trophies in
               recognition and representative of the achievements of at least
               the first three (3) finishing positions in each Competition.


          9.   A.   CART shall be responsible for providing not less than
                    eighteen (18) entrants for each Competition, and CART shall
                    notify Organizer/Promoter of the number of entrants at least
                    thirty (30) days prior to each Competition. If CART is
                    unable to provide eighteen (18) entrants for any
                    Competition, Organizer/Promoter shall have the right to
                    cancel such Competition, providing that Organizer/Promoter
                    first informs CART in writing of such intent, and provided
                    further that eighteen (18) entries have not been received
                    within seven (7) days after receipt by CART of such notice.
                    If Organizer/Promoter under these circumstances exercises
                    this cancellation right, it will be entitled to the return
                    of the portion of the Organization and Rights Fee
                    theretofore paid for such Competition.

               B.   Either party hereto shall have the right to cancel a
                    Competition due to a "force majeure". "Force majeure" shall
                    mean any event or circumstances (whether arising from
                    natural causes, human or governmental agency or otherwise)
                    beyond the control of the parties including by way of
                    illustration, but not by way of limitation, strikes,
                    lock-outs or other labor disputes, civil strife, war, flood,
                    fire, or acts of God. If there is an unexpected cancellation
                    due to a "force majeure", Organizer/Promoter will be
                    entitled to the return of the portion of the Organization
                    and Rights Fee theretofore paid, except that
                    Organizer/Promoter agrees that CART may retain a sum
                    equivalent to the necessary expenses reasonably incurred by
                    CART in 






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                    preparing for such Competition, which expenses shall be
                    mutually agreed by the parties provided, however, that if
                    the parties are unable to agree informally as to the amount
                    of such expenses, such dispute shall be submitted to binding
                    arbitration and the result of such arbitration shall be
                    enforceable by any court having jurisdiction.

               C.   If Organizer/Promoter cancels or fails to stage a
                    Competition for any reason other than those mentioned within
                    this paragraph 9, Organizer/Promoter shall forthwith pay to
                    CART and CART shall be entitled to enforce collection of the
                    total amount required under this Agreement as liquidated
                    damages and not as a penalty, together with all costs
                    incurred by CART in connection therewith, including
                    reasonable attorney fees, and interest at the rate of twelve
                    (12%) percent per annum.


          10.  Except as expressly provided herein, Organizer/Promoter owns and
               shall have exclusive control over all commercial rights to each
               Event including by way of illustration, but not by way of
               limitation, the right to sell and receive all the proceeds from
               Event sponsorships, signage, admission tickets, programs,
               novelties, concessions (including food and beverage), catering
               (including food and beverage), hospitality facilities, hotel
               rooms, expositions, displays, parking spaces, banquets and
               licenses to parades.


          11.  Organizer/Promoter shall assume and perform all organizational
               and promotional activities for each Event except as otherwise
               provided herein, including but not limited to business
               organization, promotional activity, management, marketing,
               general affairs, selling tickets, track maintenance and
               accommodations of the press, and further understands and agrees
               that CART disclaims any warranty expressed or implied, as to the
               potential success of any Event organized hereunder.


          12.  Organizer/Promoter shall organize and promote the races hereunder
               as major motor racing events. Organizer/Promoter shall have the
               right to on-site track entitlement, and revenues therefrom.
               On-site entitlement is to designate the title/name of the race at
               the venue, subject to CART approval which shall not be
               unreasonably withheld. All media releases, public announcements
               and public disclosures by either party or its employees or agents
               relating to this Agreement, including but not limited to
               promotional or marketing material, but not including any
               announcement intended solely for internal distribution at either
               party or any disclosure required by legal, accounting or
               regulatory requirements beyond the reasonable control of the
               disclosing party, shall be coordinated with and approved by the
               other in writing prior to the release thereof.


          13.  A.   CART hereby grants Organizer/Promoter the non-exclusive
                    right to use the names and logos of CART and the FedEx
                    Championship Series in its promotion of each Event during
                    the term hereof, in accordance with all provisions contained
                    in this Agreement. Any logo, design, mark or representation
                    made, formulated, or 






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                    developed in conjunction with such Event shall be subject to
                    the prior written approval of CART. Any such logo, design,
                    mark, or representation not disapproved within ten (10) days
                    of submission to CART shall be deemed approved.

               B.   Organizer/Promoter shall display in all advertising and
                    publicity material including but not limited to news
                    releases, posters, banners, program covers, brochures,
                    tickets, passes, credentials and print and television
                    advertising relating to each Event the phrase: "FedEx
                    Championship Series" and the Series logo (as approved and
                    supplied by CART). CART reserves the right to change such
                    phrase and logo up to one hundred eighty (180) days prior to
                    the Event.

               C.   Organizer/Promoter shall include in its display of the
                    Series name and logo the symbol (R) to indicate that they
                    are registered marks. A sheet of camera ready art depicting
                    these logos shall be provided by CART. Further, in promoting
                    and advertising each Event, Organizer/Promoter shall promote
                    the Competition as a part of the FedEx Championship Series
                    or as otherwise designated by CART. Organizer/Promoter shall
                    provide such verification of compliance with the provisions
                    contained in this paragraph 13 as CART may reasonably
                    request.

               D.   Organizer/Promoter shall not use the names, logos or
                    trademarks of CART or any Series sponsor for any purpose
                    other than as herein defined.

               E.   Upon the expiration or termination of this Agreement for any
                    reason, Organizer/Promoter shall cease and desist any and
                    all use of the names, logos or trademarks of CART or any
                    Series sponsor or any colorable imitation, variation or
                    adaptation thereof.

               F.   CART and Organizer/Promoter shall promptly take such action
                    as may be necessary to protect the names, logos and
                    trademarks of CART, the Series, and the Series sponsors used
                    in connection with the Event against any infringement or
                    threatened infringement or any common law "passing off".


          14.  Organizer/Promoter agrees that each Competition shall be
               organized, approved by CART and conducted in accordance with all
               applicable statutes, ordinances, regulations or other
               requirements of any government authority, the FIA (CART shall
               determine in its sole discretion the applicability of FIA
               requirements), and the CART Rule Book as amended from time to
               time and as the same may be modified or supplemented by any other
               rules, regulations, bulletins or releases that may be applicable
               to such Competition. CART reserves the right to terminate this
               Agreement at any time without further liability for failure of
               Organizer/Promoter to abide by any material aspect of said
               requirements, regulations, rules, or the terms and conditions of
               this Agreement, by so notifying Organizer/Promoter in writing and
               providing a ten (10) day right to cure (or such shorter period as
               may be reasonably deemed appropriate by CART under the
               circumstances). Organizer/Promoter acknowledges receipt of a copy
               of the CART Rule Book.






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          15.  Organizer/Promoter represents and warrants that it has or will
               have sole control of the track and of the premises upon which the
               track is located, including all facilities thereon, and that
               Organizer/Promoter has full authority to conduct each Event
               thereon as provided for herein for the defined scheduled term of
               each Event.


          16.  A.   Organizer/Promoter shall provide at its expense during each
                    Event the track, race course, and facilities in good repair
                    and ready for use, and Organizer/Promoter shall permit CART
                    or its insurance broker or other designated representative,
                    and the FIA (CART shall determine in its sole discretion the
                    applicability of FIA requirements) to inspect the track,
                    race course and/or facilities before, during and after each
                    Event. Except as provided in paragraph 16C, all repairs
                    deemed necessary in order for the track to meet CART's
                    safety requirements must be made at Organizer/Promoter's
                    expense and the failure to make the necessary repairs may
                    result in the postponement or cancellation of such Event, in
                    CART's sole discretion. The track site, design and condition
                    shall be subject to review and approval by CART.
                    Organizer/Promoter shall consult with CART on the layout and
                    design of the track, including but not limited to the pit
                    area, safety barriers, and other facilities for the
                    Competition.

               B.   Annually, five (5) months prior to each Event subsequent to
                    1999, Organizer/Promoter shall submit an engineering
                    drawing(s) of proposed changes to the race circuit and other
                    facilities for CART's approval. CART will have thirty (30)
                    days to acknowledge approval or request changes. CART shall
                    have the right to inspect the circuit for the purpose of
                    verifying that the circuit is being constructed in
                    accordance with the drawings as submitted and approved.
                    Within sixty (60) days after the 1999 Event, CART and
                    Organizer/Promoter shall mutually agree on the specific
                    track and facility improvements to be implemented for the
                    2000 Event, and a written summary thereof shall be prepared
                    and appended hereto. Thereafter, a similar process shall
                    occur within sixty (60) days following each Event, in
                    respect to improvements to be implemented for the following
                    year's Event.

               C.   Any changes to the safety system requested by CART will be
                    identified and communicated by CART to Organizer/Promoter
                    within one hundred twenty (120) days after the conclusion of
                    the 1999 Event and each subsequent Event hereunder. Absent
                    unforeseeable supervening circumstances, the parties agree
                    that the cost of such changes to be implemented for any
                    Event hereunder shall not exceed ten percent (10%) of the
                    Organization and Rights Fee for such Event. The foregoing
                    cost limitation shall be construed to exclude
                    Organizer/Promoter's capital improvements/investments (i.e.,
                    fencing, barriers, gravel traps, etc.), as well as changes
                    to the safety system requested by any third party (i.e., not
                    mandated by CART).





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               D.   Organizer/Promoter shall be responsible for compliance with
                    all environmental issues associated with this Event.


          17.  A.   Organizer/Promoter shall provide at its expense such
                    facilities as CART deems adequate for the use of CART
                    personnel and those directly associated with the Event,
                    including but not limited to race control facilities,
                    facilities for participant registration, television,
                    scoring, race car inspection, compiling and distributing
                    media information, a media work area, and facilities and
                    services as may be reasonably required by those who supply
                    products and/or services for the Event. Further details of
                    these and other operational and facility requirements of
                    Organizer/Promoter are agreed to as outlined in SCHEDULE A
                    attached hereto and made a part hereof.

               B.   Organizer/Promoter at its expense shall provide, install and
                    maintain the equipment necessary to operate CART's Timing
                    and Scoring system, in accordance with the specifications
                    supplied by CART. Organizer/Promoter will provide CART's
                    timing and scoring provider free of charge at the
                    start/finish line, on the Timing and Scoring structure and
                    at least one other prominent location, space to affix and
                    display the logo and/or officially designated status of
                    CART's timing and scoring provider. Organizer/Promoter shall
                    not sell or secure any timekeeping sponsorship which would
                    be in effect during any CART Event.


          18.  Organizer/Promoter shall at its expense furnish all facilities, 
               personnel, equipment, and services for accommodating and
               controlling the public during each Event, for whose safety and
               comfort Organizer/Promoter is solely responsible and liable.


          19.  Organizer/Promoter shall provide at its expense all necessary
               personnel as required by CART for the conduct of each Competition
               hereunder(other than the CART staff and officials), and
               Organizer/Promoter shall assume all the responsibilities
               pertaining to workers, volunteers and subcontractors necessary to
               properly staff the facility for the purposes of the Competition
               and the public for each Event weekend.


          20.  Organizer/Promoter at its expense shall obtain and maintain
               insurance for each Event and all scheduled activities with an
               insurance company approved by CART. Such insurance must conform
               to the minimum coverages, specifications, limits, etc., as set
               forth in SCHEDULE B attached hereto and made a part hereof. If
               Organizer/Promoter fails to maintain such policies with the
               required minimum coverage throughout the Event, CART may cancel
               such Event immediately with prior notice to Organizer/Promoter,
               or CART may, in its discretion, obtain the required insurance
               from an approved insurance company, with acceptable terms, at
               Organizer/ Promoter's expense.





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          21.  Only those individuals approved by CART or Organizer/Promoter,
               including but not limited to drivers and pit crew and necessary
               fire, wrecker, ambulance and security crews, shall have access to
               or be allowed in the paddock, garage and pit areas, the racing
               surface, and other areas to which admission by the general public
               is normally prohibited during the Event, and Organizer/Promoter
               shall be solely responsible and provide sufficient security
               personnel in such areas to enforce this provision at all times
               during each Event. Such access must be in compliance with the
               CART Rule Book and may not interfere with or adversely affect the
               Competition.


          22.  Organizer/Promoter shall honor CART's Unified Credential System
               and shall comply with the facility access provisions implemented
               by CART, as set forth in SCHEDULE C attached hereto and made a
               part hereof, and as the same may be amended by future discussions
               and concurrence between CART and its race promoters through the
               promoter group.


          23.  CART shall have the exclusive right to contract out or to take or
               cause to be taken by others, make, broadcast, rebroadcast, use,
               reproduce, transmit, copyright, sell, license or otherwise
               dispose of for any purpose whatsoever, television pictures, sound
               film and tape, motion pictures, still photographs,electronic
               images and sound of each Event, including the non-exclusive right
               to market for commercial purposes the name, identity, likeness
               and logo(s) of the track, on a composite basis with other tracks
               where CART races are conducted. CART shall retain all national,
               international and local broadcast rights including broadcast
               television, cable and radio. Organizer/Promoter will assure that
               the presence of personnel and equipment for these or similar
               purposes shall not be inconsistent with the rights of CART herein
               provided and shall not interfere or conflict with the exercise of
               any such rights by CART as herein provided.


          24.  Organizer/Promoter recognizes and acknowledges that CART has
               entered or intends to enter into a television contract with a
               national broadcast or cable network for the coverage of each
               Competition hereunder.

               A.   Detailed operational and facility requirements of
                    Organizer/Promoter in respect to television and other
                    on-site media are identified in SCHEDULE A.

               B.   CART has arranged with the television production companies
                    (subject to network approval) to provide the video portion
                    of the program feed from the mobile unit to
                    Organizer/Promoter, so that Organizer/Promoter may feed the
                    video signal as a courtesy to the media center and
                    hospitality suites. CART agrees to exercise all reasonable
                    efforts to include the in car camera feed, but
                    Organizer/Promoter acknowledges the ultimate decision on
                    this remains with the television production company. The
                    feed is limited to on-site press and hospitality use only.
                    Any other feeds to hotels, bars, or other establishment(s)
                    whether on-site or off, are strictly 





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                    prohibited. Organizer/ Promoter shall be responsible for the
                    installation and maintenance of appropriate cable
                    originating at the television compound which will then feed
                    the system. Maintenance and operation of the system is the
                    sole responsibility of Organizer/Promoter.

               C.   CART and Organizer/Promoter agree that it is in the best
                    interest of the sport, its promoters and sponsors to have
                    the same on-site and television title sponsor. CART and
                    Organizer/Promoter recognize and agree that all television
                    entitlements are derived from a privilege granted by the
                    television network and are subject to network approval. In
                    the event Organizer/Promoter provides CART with a television
                    entitlement sponsor, such sponsor must agree to: (i)
                    purchase one (1) of several commercial unit package options
                    for either network or cable coverage to be published by CART
                    or its designee each year, (ii) enter into a negotiated
                    agreement with CART or its designee, or (iii) guarantee a
                    payment for entitlement in return for which
                    Organizer/Promoter will receive eight (8) thirty (30) second
                    commercial units to package with its on-site title. The
                    published rate option packages and payment option will be
                    made available to Organizer/Promoter at least one (1) year
                    in advance.

               D.   Organizer/Promoter may, at its option, and subject to
                    approval by CART or its designee and the appropriate
                    network, elect to guarantee over-the-air broadcast network
                    coverage of its Event. In this event Organizer/Promoter will
                    be required to provide a television title sponsor subject
                    to: (i) purchase of one (1) of several published minimum
                    commercial unit packages, (ii) enter into a negotiated
                    agreement with CART or its designee, or (iii) guarantee a
                    payment for entitlement to be determined each year. In the
                    payment option (iii) Organizer/Promoter will receive eight
                    (8) thirty (30) second units in the telecast to package with
                    its on-site title.

               E.   In the event Organizer/Promoter elects not to provide CART
                    with a television entitlement sponsor or to guarantee
                    over-the-air broadcast network coverage, then CART or its
                    designee shall have the option to secure a television
                    entitlement sponsor which need not be the same as the
                    on-site entitlement sponsor.

               F.   CART and Organizer/Promoter agree that the policy and terms
                    set forth as a condition of television coverage of this
                    Event may change from time to time, and, therefore, the
                    television agreement may supersede portions of this
                    Agreement. In the event that the television agreement
                    supersedes a portion of this Agreement, CART will
                    immediately notify Organizer/Promoter and work toward a
                    mutually agreed upon solution.


          25.  Organizer/Promoter recognizes and acknowledges that CART has the
               right to contract for official sponsors for the FedEx
               Championship Series, which need not coincide with specific Event
               sponsors, as well as to grant other official product designations
               on a Series wide basis, in CART's sole discretion.






                                     - 10 -
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          26.  A.   PPG shall have the exclusive right to provide any and all
                    pace cars throughout the entire Event. In addition, only PPG
                    pace cars shall be allowed to participate in the parade laps
                    immediately preceding the start of the Championship Car
                    race. Further details of these and other responsibilities of
                    Organizer/Promoter to PPG are agreed to as outlined in
                    SCHEDULE D attached hereto and made a part hereof.

               B.   The Events shall be included in the FedEx sponsorship and
                    marketing program, in each year such Event(s) are conducted
                    pursuant to this Agreement, including extensions and/or
                    renewals thereof, up to and including the year 2001,
                    provided the FedEx Series Sponsorship Agreement is then in
                    full force and effect, or longer if such Agreement is
                    extended, provided, however, CART may terminate such
                    participation as of December 31, 2000, upon notice to
                    Organizer/Promoter of such intent by July 1, 2000. Details
                    of the FedEx sponsorship and marketing program and the
                    responsibilities of Organizer/Promoter to FedEx are agreed
                    to as outlined in Schedule "G" attached hereto and made a
                    part hereof.


          27.  Organizer/Promoter agrees that the scheduled CART activities
               during each Event, including those associated with the
               Competition, PPG Pace Car on track activities, Indy Lights and
               CART's other support series, shall have priority over any other
               race or other activity scheduled during such Event.
               Organizer/Promoter will not schedule any supporting races or
               ancillary activities on the same day as registration or
               inspection, or on any other day during an Event, without prior
               written approval of CART which shall not be unreasonably
               withheld. Further details of these and other scheduling
               considerations/requirements are agreed to as outlined in SCHEDULE
               E attached hereto and made a part hereof.


          28.  CART shall conduct mutually agreed upon grid/pre-race activities
               which shall include but are not limited to the pole awards, other
               contingency award activities, driver introductions, etc.


          29.  CART shall maintain control of the Victory Circle location,
               facilities and proceedings. Details of these proceedings and the
               requirements of Organizer/Promoter in regard thereto are agreed
               to as outlined in SCHEDULE F attached hereto and made a part
               hereof.


          30.  CART shall have reasonable access to the PA system in order for
               CART to fulfill its contractual obligations to its sponsors and
               inform participants and spectators of activities during the
               Event.





                                     - 11 -
<PAGE>   13



          31.  A.   CART merchandise, as supplied by CART or its licensed
                    representative, will be afforded the opportunity to be sold
                    from its own official concession stand to be located in a
                    prominent, high-traffic location, generally near the paddock
                    area. CART or its licensed representative shall pay to
                    Organizer/Promoter $1,500.00 for each CART concession stand
                    provided by Organizer/Promoter. Selected items of
                    merchandise may also be prominently offered for sale in the
                    track concession sales booths. Merchandise placed in the
                    track concessionaire booths will be done so on a consignment
                    basis with the concessionaire given a forty (40%) percent
                    discount on the retail price of all merchandise sold. Retail
                    prices will be agreed upon in writing prior to the
                    merchandise being placed in concessionaire booths. All
                    accounting will be completed by noon of the second day
                    following the conclusion of each Event. All payments will be
                    made and unsold merchandise returned at the same time.

               B.   It is Organizer/Promoter's responsibility to insure that any
                    and all concessions and/or merchandise is properly licensed.
                    In the event that CART discovers any unlicensed products, it
                    will have the right to take reasonably appropriate action in
                    its sole discretion.

               C.   All CART Championship Car teams will be afforded the
                    opportunity to sell merchandise within the confines of the
                    race facility. All teams will be in a prominent,
                    high-traffic location. Participating teams will pay a rights
                    fee for the location, which fee shall be (i) consistent with
                    the then current market price and (ii) no less favorable
                    than the terms and conditions provided to other vendors
                    located within the same area.


          32.  In conjunction with the CART Winner's Circle Club,
               Organizer/Promoter shall provide at its expense:

               A.   Limited access to restricted areas for club members during
                    group tours and club functions.

               B.   Inclusion of a CART Winner's Circle Club advertisement in
                    the official race program, not to exceed one (1) page.
                    Camera ready art shall be provided by CART or its designee.

               C.   Covered facility for meetings with a PA system.


          33.  Organizer/Promoter shall cooperate with CART in its spectator
               research efforts, including but not by way of limitation allowing
               CART representatives access to spectators for personal interviews
               and questionnaire distribution and inclusion of a CART
               questionnaire in the official race program, for which camera
               ready art will be provided. The results of such research shall be
               made available to Organizer/Promoter.





                                     - 12 -
<PAGE>   14



          34.  A.   In addition to the FedEx Series sponsorship and marketing
                    program, CART shall have the right to designate up to seven
                    (7) exclusive sponsorships utilizing the following
                    entitlements to be provided by Organizer/Promoter for each
                    sponsorship at no cost to CART except as otherwise stated:

                    -    Series-wide product category exclusivity;

                    -    Twenty Thousand ($20,000.00) Dollar hospitality credit
                         which can be applied to facility, food and beverage;

                    -    Acknowledgement by Organizer/Promoter as an Event
                         sponsor, with such recognition to include all
                         entitlements normally afforded an associate Event
                         sponsor;

                    -    Inclusion in the Event press kit;

                    -    One full page, four-color advertisement in the Event
                         souvenir program;

                    -    One page of editorial in the Event souvenir program;

                    -    One 40' x 40' expo/sampling space;

                    -    Twenty (20) big screen messages (street courses only);

                    -    Twenty (20) public address announcements over Event
                         weekend;

                    -    One Hundred (100) grandstand admission tickets;

                    -    One Hundred (100) restricted area credentials;

                    -    Track side signage, which receives significant exposure
                         to the global audience; CART and Organizer/Promoter to
                         agree on size and placement;

               All costs associated with the design and production of the
               advertising page and wall signs shall be borne by Sponsor. For
               each such sponsorship sold by CART, Organizer/Promoter shall
               receive One Hundred Thousand ($100,000.00) Dollars in return for
               the above listed entitlements. The parties acknowledge the
               following categories represent acceptable potential sponsorships:

                    -    payment systems

                    -    confectionery

                    -    snacks

                    -    film

                    -    camera

                    -    electronics (i.e., television, hi-fi, audio, etc.)

                    -    long distance

               Organizer/Promoter shall have the right to market the race to
               sponsors in the seven (7) exclusive marketing categories so long
               as CART has not secured Series wide sponsorship in that category
               six (6) months prior to the Event that year. Organizer/Promoter
               shall not market sponsorship in these categories for more than
               one Event at a time. Further, Organizer/Promoter shall promptly
               notify CART of any proposed sponsorship involving one of the
               released categories, and may 





                                     - 13 -
<PAGE>   15



                    consummate such sponsorship only if CART does not then have
                    consummated or pending the sale of the category Series wide.
                    If CART secures Series wide sponsorship of a category after
                    six (6) months prior to the Event and Organizer/Promoter has
                    not consummated sponsorship in that category, the category
                    shall become exclusive to CART and Organizer/Promoter shall
                    not sell further sponsorship of that category.

               B.   Organizer/Promoter shall provide CART with two (2) pages in
                    the Event Program without charge for CART's own use. CART's
                    placement of advertising within the Program shall be
                    sensitive to Organizer/Promoter's existing commercial and
                    promotional relationships.

               C.   Organizer/Promoter recognizes that each participating team
                    has a race sponsor. Organizer/Promoter agrees that each team
                    may place its team name and sponsor(s) on both sides of the
                    wall in the team's assigned pit box, subject to applicable
                    governmental laws and regulations.


          35.  Organizer/Promoter shall provide CART at no cost a preferred
               location pit row suite or other mutually agreed upon hospitality
               provisions for not less than forty (40) guests per day.
               Hospitality provisions will include food and beverage (alcoholic
               and non-alcoholic) as associated with pit suite participation.


          36.  If appropriate as determined by CART in its sole discretion, each
               Competition shall appear on the FIA calendar as a full
               international FIA event. Organizer/Promoter agrees to file this
               listing through CART and reimburse CART for all applicable
               listing fees. In addition, Organizer/Promoter agrees to pay
               through CART the applicable National Motorsports Council
               assessments, as determined by the Council's Executive Committee.


          37.  Organizer/Promoter agrees to indemnify and hold harmless CART,
               its directors, officials and officers, participants, agents and
               employees, members and sponsors from any and all liabilities
               including liability resulting from negligence of the same
               (exclusive of gross negligence) and all costs and expenses,
               including attorneys fees incurred in the defense thereof,
               asserted or imposed upon CART, its directors, officials, official
               representatives, employees, officers, members and sponsors
               arising out of or as a result of an Event hereunder, directly or
               indirectly, and whether any such claim or liability arises
               before, during or after the Event.


          38.  Organizer/Promoter agrees not to take any action adverse to the
               interest of CART and, in consideration of the acceptance and
               approval of this application, releases and discharges CART and
               its officials and representatives from all liability for personal
               injury that may be received, and from all claims and demands for
               damages to real or personal property or to 





                                     - 14 -
<PAGE>   16



               any person growing out of or resulting from an Event hereunder,
               whether caused by any construction or condition or any track or
               track equipment, cars or debris, or resulting from any act or
               failure of any official or any person assisting the officials
               serving in connection therewith.


          39.  Nothing contained herein shall be construed to place CART in the
               relationship of a partner or joint venturer with
               Organizer/Promoter, and Organizer/Promoter shall have no power to
               obligate or bind CART in any manner whatsoever other than as
               specifically provided for herein. Neither party undertakes by
               this Agreement to perform any obligations of the other, whether
               regulatory or contractual, or to assume any responsibility for
               the other's business or operations.


          40.  The validity, interpretation and construction of this Agreement
               shall be governed and construed by the laws of the State of
               Michigan. Any litigation commenced by a party to this Agreement
               as the result of any alleged breach of this Agreement shall be
               commenced in the circuit court for the County of Oakland, State
               of Michigan, or in the appropriate lower district court in said
               county, or in the U.S. District Court for the Eastern District of
               Michigan, and the parties hereby consent to such personal
               jurisdiction.


          41.  This Agreement is not transferable or assignable except by
               Organizer/Promoter to Chicago Motor Speedway, L. L. C., Cicero,
               Illinois. Any transfer or assignment in violation of this
               provision shall be void. A transfer of more than forty-nine (49%)
               percent of the voting stock or other controlling interest in
               Organizer/Promoter, in one or more transactions (other than to
               the legal spouse, heirs, next-of-kin or estate of a deceased
               transferor, or a deceased principal of a transferor), without
               CART's prior written approval, is deemed to constitute a
               transfer. A transfer of less than forty nine (49%) percent may
               also constitute a transfer for such purposes, if coupled with the
               imposition of super majority voting requirements, so as to
               effectively result in a change in controlling interest. In the
               event that a prohibited transfer or assignment is attempted, such
               action will not be effective, and CART may elect to terminate
               this Agreement effective immediately.


          42.  Any notice or written communication required or permissible
               hereunder shall be sent by registered mail (or certified mail
               with return receipt), postage prepaid, addressed as follows:

   To CART:                                  To Organizer/Promoter:

   Championship Auto Racing Teams, Inc.      Ganassi Group. L.L.C.
   755 W. Big Beaver Road, Suite 800         c/o Brendan McManus, 35th floor
   Troy, MI 48084                            One Oxford Centre
                                             Pittsburgh, PA  15219







                                     - 15 -
<PAGE>   17


          43.  A.   This Agreement (including the Schedules annexed hereto)
                    contains the entire agreement of the parties hereto and no
                    representations, inducements, promises, or agreements, oral
                    or otherwise, not embodied herein shall be of any force or
                    effect. This Agreement may be modified only upon the written
                    consent of the parties hereto.

               B.   No waiver by either party, whether expressed or implied, of
                    any provision of this Agreement or any breach or default
                    shall constitute a continuing waiver thereof.

               C.   Each and every of the rights, remedies and benefits provided
                    by this Agreement shall be cumulative, and shall not be
                    exclusive of any other said rights, remedies and benefits,
                    or of any other rights, remedies and benefits allowed by
                    law.

               D.   If any provision in this Agreement is held to be invalid or
                    unenforceable, it shall be ineffective only to the extent of
                    the invalidity, without affecting or impairing the validity
                    and enforceability of the remainder of the provision or the
                    remaining provisions of this Agreement.


          44.  The parties acknowledge the importance of each party's
               reputation, good will and public image and, accordingly, agree to
               maintain and enhance such image by restraining from taking any
               action contrary to the best interest of either party, or
               detracting from the reputation of either party. Each party shall
               refrain from making any statements about the other party that
               adversely affects, casts in an unfavorable light, or otherwise
               maligns the business or reputation of such other party or any of
               its principals.


          45.  At all times, the terms and conditions of this Agreement are
               confidential to CART, Organizer/Promoter, their parent companies
               and their respective subsidiaries, and shall not be disclosed to
               any other entity or individual without the other party's prior
               written consent. Notwithstanding the foregoing, disclosure may be
               made if necessary to enforce a party's rights under this
               Agreement, or if required by any securities or other law or
               regulation or by a governmental agency, in which case any and all
               documents, information, or materials disclosed shall be marked
               "confidential" and such party shall seek confidential treatment
               of such information.


          46.  The following Schedules are attached hereto, incorporated herein
               by reference as though set forth in their entirety in this
               Agreement, and labelled as follows:

                    SCHEDULE A - OPERATIONAL, MEDIA, AND OTHER FACILITY/SUPPLY
                                 REQUIREMENTS

                    SCHEDULE B - INSURANCE REQUIREMENTS

                    SCHEDULE C - UNIFIED CREDENTIAL SYSTEM AND FACILITY ACCESS
                                 PROVISIONS

                    SCHEDULE D - PPG PROGRAM AND OFFICIAL CARS




                                     - 16 -
<PAGE>   18




                    SCHEDULE E - EVENT ACTIVITIES

                    SCHEDULE F - POST RACE PROCEDURES/ACTIVITIES

                    SCHEDULE G - FEDEX SPONSORSHIP AND MARKETING PROGRAM


Any person or organization having responsibility in the organization, promotion
or staging of any Competition, whether by contract or otherwise, shall co-sign
this Agreement and shall be jointly responsible hereunder. Organizer/Promoter
and the undersigned warrant and represent that Applicant has the full right and
authority to enter into and perform this Agreement, and that the execution and
delivery of this Agreement has been duly authorized by all necessary
governmental and/or corporate action.


Date: 
      -------------------------------        --------------------------------
                                             Applicant

                                             By:
                                                -----------------------------

                                             Its:
                                                 ----------------------------


Date:
      -------------------------------        --------------------------------
                                             Co-Signer's Signature





                                  CART APPROVAL

     The foregoing application is hereby approved and accepted in accordance 
with the terms stated therein.


Date:                                 
     ----------------------------     
                                        CART, Inc.

                                        By:
                                           -----------------------------------

                                        Its:
                                            ----------------------------------





                                     - 17 -
<PAGE>   19

                                  SCHEDULE "A"


                          OPERATIONAL, MEDIA, AND OTHER
                          FACILITY/SUPPLY REQUIREMENTS

     Pursuant to paragraph 17A of the Agreement, Organizer/Promoter shall
     provide at its expense except as otherwise specifically provided the
     following additional items. The specific items listed in this Schedule A
     reflect minimum requirements for certain areas, and should not be construed
     as inclusive of all necessary items Organizer/Promoter must provide.


A.  MEDIA AREAS

GENERAL SET-UP REQUIREMENTS:

     -    The deadline for having the press facility fully operational is 5:00
          p.m. on the day prior to the commencement of CART on-track activities.
          Among those items that must be fully operational include: televisions
          in place with cable hookups; all seats assigned with placards in the
          deadline media area with help from CART Public Relations staff; all
          telephones are in place, have service and are operational;
          unrestricted phone lines with instruments for CART are in place and
          operational with no restrictions; all media-related bins and press-kit
          tables are in place as well as labeled, if need be; power supplies are
          in place and working throughout; press conference area is operational
          in regard to setup of microphones, sound system, speakers, lectern,
          scaffolding and media seating.

     -    The auxiliary and/or photo press room also must be fully operational
          with all the above items located in the main area and staffed with
          track representatives.

     -    It is required that a track public relations representative is at the
          media center the day prior to the commencement of CART on-track
          activities.

     -    The track will provide runners to retrieve daily statistical
          information from Omega Timing and Scoring. The person(s) and procedure
          must be in place on the day prior to the commencement of CART on-track
          activities.


PRESS ROOM FACILITIES:

          Solid, climate controlled, weatherproof and noise-insulated
          structures, sufficient in size to accommodate the number of attending
          media representatives and capable of supporting separate work areas as
          follows. Ample televisions, power, telephones and working materials
          will be provided for each area, with specific requirements identified
          within this Schedule A:

          -    Deadline Media

          -    Non-deadline Media

          -    Photo Media, with lockers provided




<PAGE>   20




          -    Event Media Relations

          -    Support Event(s) Media Relations

PRESS CONFERENCE/INTERVIEW AREA FACILITIES:

          Solid, climate controlled, weatherproof and noise insulated structure.
          Area shall be set-up with skirted tables and chairs placed on a raised
          podium, and a lectern for the moderator. Proper lighting for
          television and photographers is required. A CART approved backdrop
          shall be placed behind the drivers' interview tables.

VIEWING STANDS FACILITIES:

     -    Required for venues that do not provide a legitimate track view from
          the media center or a press box

     -    Viewing stand will not be a section of seating roped off in a general
          spectator area

     -    Viewing stand should be in or near the suite section or its own entity
          and should be under cover

     -    Viewing stand needs tables and chairs and the seats are to be assigned
          with help from the CART Public Relations staff

     -    Viewing stand needs to be staffed by a track public relations
          representative

     -    Requires a cooler of cold beverages for the media

     -    A shuttle service should be considered if the viewing stand is a good
          distance from the media center

CART COMMUNICATIONS DEPARTMENT OFFICE FACILITIES:

     -    Requires an area in the main deadline press facility, an enclosed
          office if available

     -    Area needs to have enough table space and seating for a minimum of six
          (6) CART representatives

EQUIPMENT:

     Photocopy Machines - A minimum of two (2) photocopy machines, which shall
     be print quality high speed photocopiers with collating and stapling
     capability.

     Fax Machines - A minimum of three (3) fax machines.

     Televisions - The amount of televisions will be specified for each venue,
     with the size of the media center as well as additional auxiliary areas
     being taken into consideration; televisions are required in ALL media
     areas, including auxiliary areas; recommend that televisions are either
     mounted to the wall with swivel hinges or on wheel carts; the amount of
     televisions can be reduced if a big-screen television (54) inches is
     utilized for a video feed in a primary location; a minimum of three (3)
     televisions shall be provided in the viewing stands; the CART Communication
     Department office must have a minimum of five (5) televisions for timing
     and scoring and video feed.






                                     - 2 -
<PAGE>   21



         Sound System - A sound system for press conferences will be provided by
         the track; the requirements include four (4) microphones for the
         podium; one (1) microphone for the speaker at the lectern; speakers;
         and a mult box for radio media to plug into and record.


B.  ACCREDITATION FACILITIES

LOCATION:

          -    easily accessible by public transport

          -    adequate car parking

          -    within fifteen (15) minutes walking distance to the track

SIZE:
          -    minimum of 12 feet x 40 feet working area 

          -    separate area for office and/or storage of computer cases

          -    20 feet minimum of table/desk space
         
          -    seating for a minimum of ten (10) people

          -    ample space inside/under cover to allow for queuing of guests

          -    entrance and exit doors

TEMPERATURE:

          -    heating/air conditioning control to maintain adequate temperature
               for computers

SIGNAGE:

          -    directing people to registration area

          -    "entrance" and "exit" signs to provide smooth flow

          -    external signage upon leaving showing way to parking areas and
               entrances

          -    identifying separate series within one credential area

SECURITY:

          -    all doors, windows to be lockable

          -    in the case of a temporary structure an internal fully secure
               facility should be provided and/or overnight security.

CLEANING:

          -    the facility should be cleaned at the end of each day





                                     - 3 -
<PAGE>   22




C.  OPERATIONS

FACILITIES:

     Solid, quiet, climate controlled, weatherproof structure capable of
     accommodating a minimum of sixty (60) people.

     A separate climate controlled timing and scoring structure with an
     uninterrupted view of the front straight and last turn.

EQUIPMENT:

     One (1) print quality hi-speed photo copier with collating and stapling
     capability. (Option -CART may invoice Organizer/Promoter in an agreed
     amount in lieu of Organizer/Promoter supplying this machine.)


     Three (3) golf carts for exclusive use by CART. One (1) for the
     Communications staff, one (1) for the CART C.E.O., and one (1) for CART
     broadcast services.

COMMUNICATION CIRCUITS:

     Land line communication system connecting all trackside observer stations,
     pit in, pit out, pit center, race control and starter stand.

     Private land line communication circuit connecting timing and scoring, race
     control, pit center and starter stand.

FUEL:

     Organizer/Promoter will provide fuel for all safety vehicles and the jet
     dryer:

     Track Dryer - Jet A - approximately five hundred (500) gallons 
     Safety Vehicles - gasoline - approximately two hundred (200) gallons

GENERAL:

     Minimum of three hundred fifty (350) pounds of ice each day from Thursday
     until Sunday of race weekend (including any rain dates).

     Worker lunches and drinking water will be provided for each day of the
     Event weekend. CART will identify the quantity to be supplied.





                                     - 4 -
<PAGE>   23




     All areas and utilities shall be accessible for use by CART on or before
     8:00 AM the Wednesday prior to the published race date.


D.  TELEVISION AND RADIO

FACILITIES:

     Television Compound Location: Organizer/Promoter shall provide a level,
     hard-surfaced area approximately 150 feet x 150 feet for use by CART
     Productions and network television production mobile units, broadcast
     equipment, and personnel. Compound should be located as follows:

          Street Course: As close as possible to the announcement booth or as
          close to the majority of camera positions as possible, but definitely
          outside the course.

          Road Course: As close as possible to the announcement booth, as close
          to the majority of camera positions as possible, preferably outside
          the course.

          Oval Course: As close as possible to the announcement booth and
          allowing the most direct cable access to the majority of camera
          positions as possible, but definitely outside the course.

     Announcement Booths: Climate controlled. An announcement booth should be
     climate controlled, with air conditioning and insulation in the booth. The
     booths should have a wide expanse of glare-proof (non-tinted) glass
     overlooking the pits and track. Sound deadening materials should be used in
     construction, including proper insulation, carpeting, panelling, and
     double-paned glass.

     The front window overlooking the track and pits should begin around 3.5 - 4
     feet above the floor. The booth should also have windows on the sides of
     the booth facing the track, around 3 - 4 feet deep from the front of the
     booth, to provide sight lines up and down the track and pits. Where
     possible, the back half of each booth should be elevated 4 - 6 inches
     (minimum) to allow raised sight lines for those working in rear of booth.

     A ledge/table should run the entire width of the front window wall, set
     under the window and should be well braced to support necessary video
     monitors, timing and scoring monitors, and audio equipment, etc.
     Ledge/table should extend 2 feet into the room from the front-windowed
     wall, and where possible, should provide a removable cut-out against the
     wall, with a support brace under the cut-out, to allow monitors to be
     partially recessed on an angle within the ledge/table.

     Access panels, conduits (minimum six (6") inch diameter), and cable troughs
     should be provided as necessary to allow cables to enter booth for video,
     audio, timing and scoring, and antennae feeds.





                                     - 5 -
<PAGE>   24




     Entry door should have a locking system installed, so that the room and
     equipment may be secured. A keyless or combination access system is
     preferred.

     Organizer/Promoter agrees to provide, at its expense, a U.S. Television
     Network Booth, three (3) International Television Network Booths and a CART
     Radio Network Booth. As other international networks (more than three (3))
     may wish to originate commentary from the site of a CART event, CART may
     request, and Organizer/Promoter agrees to provide, additional announcement
     booths. CART agrees to provide at least thirty (30) days notice to
     Organizer/Promoter in such cases.


     U.S. Television Network:

          BOOTH SIZE: 15 feet x 15 feet booth.

          LOCATION: Should be placed on the outside of the track and nearest to
                    the start/finish line, providing the widest view of the
                    track and pits. Where possible, booth should be located
                    alone or at one end of any row of booths or suites.

     CART Radio Network:

          BOOTH SIZE: 8 feet x 8 feet booth.

          LOCATION: Preferred placement on the outside of the track and nearest
                    to pit center, providing the widest view of the track and,
                    then, the start/finish line and pits.

     International Television Networks:

          BOOTH SIZE: A minimum of three (3) 8 feet x 8 feet (minimum) booths.

          LOCATION: Preferred placement providing the widest view of the pits
                    and, then, the track and start/finish. Where possible,
                    location should be on the outside of the track.

         ADDITIONAL
         INTERNATIONAL
         BOOTHS:    All reasonable costs, subject to competitive bidding,
                    associated with the construction and provision of any
                    additional booths and required facilities for international
                    networks shall be the responsibility of the international
                    network.





                                     - 6 -
<PAGE>   25



ACCESS:

     Organizer/Promoter shall accord all broadcast networks and/or their
     designees the right to install and maintain at, and remove from, the site
     of the Event and associated areas such wires, cables, and apparatus as the
     network or its designee deems necessary for recording and/or telecasting
     the Event (provided that there shall not be any interference with the use
     of or means of ingress or egress at the site or associated areas).

SECURITY:

     Organizer/Promoter must provide security, with radio communications,
     mutually agreed by the parties as sufficient, for all broadcast equipment
     in the television compound and around the track, including camera, remote,
     and booth locations. Security should be available from the first evening of
     arrival through the morning of the last day of departure of all broadcast
     equipment. Upon compliance with the security provisions contained in this
     paragraph, Organizer/Promoter shall not be liable for any claims based on
     the lack of sufficient security.

ADDITIONAL FACILITIES:

     Other networks may mount cameras, in a manner not to interfere with the
     world feed, that would allow US and international networks to focus on
     different drivers. Most likely these positions would be near or across from
     pit lane. The location of these camera positions will be mutually agreed
     upon by Organizer/Promoter, the networks and CART. The networks would agree
     to provide at least thirty (30) days notice of intent to supplement world
     feed cameras.

EQUIPMENT VENDORS:

     Broadcast crews will use best efforts to achieve highest quality, lowest
     cost for renting equipment from Organizer/Promoter's exclusive source. If
     this cannot be achieved, then the exclusive track source will not apply to
     the production company's needs. Due to the cost effectiveness of annual
     contracts for such products as golf carts, catering and office trailers,
     etc., it is unlikely that the Broadcasters will be able to honor
     Organizer/Promoter's exclusive agreements in all categories.






                                     - 7 -
<PAGE>   26



E.  WINNERS CIRCLE

FACILITIES:

     -    A fenced, separate area, preferably away from pit lane

     -    Photographers' riser, placed proportionately to the podium

     -    Raised podium

     -    Two separate entrances: One for drivers, team owners and presenters
          only (if necessary, TV); the other for VIP's, sponsors and
          photographers


F.  CHAPEL

     Organizer/Promoter shall provide appropriate space and facilities for use
     as a chapel during all CART Events at a maximum cost to CART of One
     Thousand ($1,000.00) Dollars.


G.  ELECTRIC/POWER REQUIREMENTS

GENERAL:

     All power supplied shall be 60-cycle and should be clean and stable
     dependable power, as opposed to generator power, where possible. If "shore"
     power is not available, dedicated generator power must meet the
     requirements of the network television production company, including but
     not limited to: back-up power, redundant systems, frequency controlled, and
     automatic switch-over features. Organizer/Promoter shall provide an
     adequate supply of electrical power to service all areas, consistent with
     the applicable function or activity therein.

MEDIA CENTER:

     Organizer/Promoter shall provide CART Communications staff at least two (2)
     110 volt, 20 amp, single phase circuits or equivalent with a minimum of
     eight (8) electrical outlets. Adequate power and at least one (1)
     electrical outlet for each assignable seat for press in media center.

ACCREDITATION FACILITIES:

     Organizer/Promoter shall provide at least one (1) 110 volt 30 amp, single
     phase circuit, exclusive of climate control and lighting, with a minimum of
     four (4) main power outlets.

OPERATIONS:

<TABLE>
<CAPTION>
<S>                                 <C>             <C>      <C>                  
         Radio Trailer              220v/240v        2        60 amp single phase
                                                              30 amp single phase
         Timing and Scoring         110v/115v        6        30 amp single phase
         Operations Trailer #1      220v/240v                 60 amp single phase
         Operations Trailer #2      220v/240v                 60 amp single phase
         Medical Center             220v/240v                100 amp single phase
</TABLE>





                                     - 8 -
<PAGE>   27



<TABLE>
<CAPTION>
<S>                                 <C>             <C>      <C> 
         CART Business Coach        220v/240v                 60 amp single phase
         Timing and Scoring Truck   110v/115v                 50 amp single phase
         Battery Compound           220v/240v                 60 amp single phase
         CART Fuel Compound         110v/115v        4        25 amp single phase
                                                                        (one common ground
                                                                        pursuant to local code)
         CART Tire Compound         220v/240v        2        60 amp single phase
         Scales                     110v/115v                 20 amp single phase
      *  Each Entrant Pit           110v/115v                 30 amp single phase
      *  Each Entrant Pit           110v/115v                 20 amp single phase
         Chief Stewards Trailer     220v/240v                 50 amp single phase
</TABLE>

     (*Entrant is defined as a race car with an assigned driver)


TELEVISION AND RADIO:

         Lighting:  Organizer/Promoter shall ensure necessary lighting (minimum
                    of 125 foot candles) is available for television coverage
                    during the Event.


         Power:

         TV COMPOUND - U.S. NETWORK

<TABLE>
<CAPTION>
<S>                                  <C>                     <C>      
         Mobile Unit #1               208v                    200 amp  3 phase
         Mobile Unit #2               208v                    200 amp  3 phase
         Uplink Truck #1              208v                    150 amp  3 phase
         Office Trailer #1            208v                    150 amp  single phase
         Office Trailer #2            208v                    100 amp  single phase
         Mobile Support               208v                    100 amp  single phase
         In-Car Camera                208v                     60 amp  single phase
         RF Camera Truck              208v                     60 amp  single phase

         TV COMPOUND - INTERNATIONAL NETWORKS

         Inet Mobile Unit             208v                     200 amp  3 phase
         Uplink #2                    208v                     150 amp  3 phase
         Uplink #3                    208v                     150 amp  3 phase
         Uplink #4                    208v                     150 amp  3 phase

         REMOTE LOCATIONS

         RF Receive Site US #1        110v                     20 amp  single phase
         RF Receive Site US #2        110v                     20 amp  single phase
         RF Receive Site INET #1      110v                     20 amp  single phase
         RF Receive Site INET #2      110v                     20 amp  single phase
</TABLE>






                                     - 9 -
<PAGE>   28


<TABLE>
<CAPTION>
         ANNOUNCEMENT BOOTHS

<S>                                   <C>                     <C>                  
         U.S. Network Production      110v                    20 amp   single phase
         U.S. Network Monitors        110v                    20 amp   single phase
         U.S. Network Audio           110v                    20 amp   single phase
         Radio Production             110v                    20 amp   single phase
         Radio Monitors               110v                    20 amp   single phase
         International #1 Production  110v                    20 amp   single phase
         International #1 Monitors    110v                    20 amp   single phase
         International #2 Production  110v                    20 amp   single phase
         International #2 Monitors    110v                    20 amp   single phase
         International #3 Production  110v                    20 amp   single phase
         International #3 Monitors    110v                    20 amp   single phase


         EACH ADDITIONAL INTERNATIONAL BOOTH

         Additional Production      110v                       20 amp  single phase
         Additional Monitors        110v                       20 amp  single phase
</TABLE>

         Minimum of four (4) outlets per electrical circuit in the announcement
         booths. Air-conditioning/heating systems must be on separate circuits
         from those shown above. Without separate air-conditioning circuit,
         broadcast may be jeopardized.


H.  TELEPHONE REQUIREMENTS

GENERAL:

         All line charges reasonably related to CART business activities shall
         be to the account of Organizer/Promoter; all media telephones require
         free local access; no credit card slide telephones; as a minimum, the
         following areas must be supplied telephones which provide access to
         commercial telephone lines.

MEDIA AREAS:

         Deadline Media Area - One (1) telephone for every two (2) media 
         persons;

         Auxiliary Media Area - One (1) telephone for every four (4) media
         persons;

         CART Communications Department - Five (5) dedicated unrestricted access
         lines and instruments shall be provided for the exclusive use of the
         CART Communications Department staff. All charges related to these
         telephones are the responsibility of Organizer/Promoter.





                                     - 10 -
<PAGE>   29



ACCREDITATION FACILITIES:

         Two (2) lines, one (1) for telephone and one (1) for facsimile

OPERATIONS:

         As a minimum, the following areas must be supplied telephones which
         provide access to commercial telephone lines:

         Operations Trailer - Two (2) telephone lines and one (1) facsimile line
                              with facsimile machine; 

         Medical Center - One (1) telephone line and (1) facsimile line with 
                          facsimile machine; 

         CART Business Coach - Two (2) telephone lines and one (1) facsimile 
                               line with facsimile machine; 

         Race Control - Two (2) telephone lines and one (1) facsimile line with
                        facsimile machine; 

         Timing & Scoring - Six (6) telephone lines and (1) facsimile line with
                            facsimile machine;

TELEVISION AND RADIO:

          Television Compound Location: Organizer/Promoter shall ensure
          twenty-five (25) pair telephone lines are permanently installed in
          television compound.

         Announcement Booths:

               U.S. Television Network: Two (2) telephone lines, permanently
                                        installed.

               CART Radio Network: A maximum of four (4) pair telephone lines
                                   permanently installed in booth, as in the 
                                   past.

               International Networks: A maximum of five (5) pair telephone
                                       lines permanently installed in each 
                                       announcement booth.


I.  GENERAL

As the execution of the Competition and broadcast coverage of CART events is
vital to the success and growth of the Series and each Competition, and as newer
and additional technical facilities may be required to meet media, operational
and broadcast production standards in order to enhance and upgrade the facility
and broadcast quality, Organizer/Promoter agrees to provide reasonable
additional space, power, facilities, or other services as may be requested by
CART. CART agrees to provide Organizer/Promoter as much advance notice as
possible of these additional requirements.




                                     - 11 -

<PAGE>   30

                                  SCHEDULE "B"


                             INSURANCE REQUIREMENTS


In an effort to protect the interest of track owners, Organizers/Promoters,
sponsors, CART, its Members, Associate Members and participants, CART has
established certain minimum criteria for insurance coverage which must be in
effect for all CART Events.

The insurance requirements for CART events consist of the following areas of
insurance coverage:

         1.  Spectator and Participant Legal Liability Insurance; and
         2.  Participant Accident Insurance.

The minimum specifications and requirements for acceptable coverage are:

         $10,000,000 LIABILITY INSURANCE  (coverage must be primary)


1.  POLICY FORM

         The policy must be a Comprehensive General Liability form and may be
either a manuscript Automobile Racing policy or a Commercial General Liability
policy with endorsements that provide the amendments required to cover
automobile racing events.

Coverage provided must include, but shall not be limited to:

                  A.       Spectator/Public Bodily Injury Liability.

                  B.       Participant Legal Liability - Participant Bodily
                           Injury Liability Participant to Participant
                           Liability.

                  C.       Property Damage Liability
                           1. Including participants' property except when in
                           restricted areas. 

                           2. No more than a Fifty Dollar ($50.00) deductible.

                  D.       Refreshments/Products Liability including Concession 
                           Hard Goods and Host Liquor Liability.

                  E.       Personal Injury Liability, including false arrest,
                           detention, imprisonment or malicious prosecution,
                           libel and slander; wrongful entry or eviction.

                  F.       Mobile Equipment Liability.



<PAGE>   31



                  G.       Incidental Medical Malpractice Liability including 
                           primary coverage for medical professionals.

                  H.       Temporary and Air Ambulance Liability.

                  I.       Off Premises Sign Liability.

                  J.       Official Vehicle Physical Damage - Two Hundred Fifty
                           Dollar ($250.00) maximum deductible.

                  K.       Contractual Liability.



2.  MINIMUM LIMITS OF COVERAGE

CART reserves the right to change insurance limits as long as ninety (90) days
notice is given to Organizer/Promoter.

         A.       1998 Event - $10 million combined single limits per 
                  occurrence for Bodily Injury and Property Damage with no 
                  aggregate limit.

         B.       1998 Event - $5 million minimum for Participant Legal
                  Liability. Subsequent Events subject to 50% of limits in place
                  in paragraph 2A.

         C.       1998 Event - $1 million Medical Malpractice Liability with $1
                  million aggregate per incident. Coverage to include Medical
                  Professionals. (See paragraph 1 [G]).


3.  NAMED INSUREDS

Must include:

                  A.       CART, Inc., and Championship Auto Racing Teams, 
                           Inc., their officers,  directors and employees;
                           Federal Express Corporation; PPG Industries, Inc.

                  B.       CART reserves the right to add additional named
                           insureds provided however, that notice be given no
                           later than sixty (60) days prior to the Event.


4.  PERSONS INSURED

Must include:





                                     - 2 -
<PAGE>   32



                  All participants, entrants, sponsors for this Competition,
                  Event or the Series of which the Competition is a part, and
                  CART Members and Associate Members. The definition of
                  participants must include drivers, mechanics, pitmen,
                  officials of the race, and those assisting the officials,
                  event staff, announcers, emergency and safety crews and
                  security personnel and all other persons allowed access to
                  restricted areas. Such definition also applies to CART and
                  support series events.


5.  WAIVER AND RELEASE FROM LIABILITY

                  The insurance policy must require the utilization of a system
                  at all CART Events which secures properly executed and signed
                  "Waiver and Release from Liability" forms from all
                  participants. The procedure for obtaining such executed
                  waivers from CART participants shall be determined by CART.


6.  GENERAL SPECIFICATIONS

                  A.       The insurer must be admitted or approved to write
                           insurance in the state, province and country where
                           the insured track is located. The broker or agent
                           must be licensed to transact business in the state,
                           province and country where the track is located. It
                           is Organizer/Promoter's responsibility to inform all
                           participants of all coverages and conditions
                           available throughout the Event.

                  B.       The insurer must have a minimum of a "Best A rating",
                           and the name of the insurer must be supplied to CART
                           for the purposes of confirmation.

                  C.       The insurer must formally agree to send duplicate
                           notice of cancellation to CART in the event of
                           cancellation a minimum of thirty (30) days in advance
                           of the cancellation. The reason for the cancellation
                           must be included with this notification. The insurer
                           must also formally agree to immediately notify CART
                           of each instance of the insured's failure to remit
                           proper premium or other required payments.

                  D.       The agent or broker must submit a narrative
                           explanation of systems, procedures and authority for
                           adjusting and paying liability and participant
                           accident claims.


PROCEDURES FOR OBTAINING APPROVAL OF AND UTILIZING INSURANCE COVERAGE

         1.       Any request or submission for approval of insurance coverage
                  not meeting the minimum specifications and requirements or
                  procedures will not be accepted.

         2.       To obtain approval for sources of insurance,
                  Organizer/Promoter or its insurance broker 






                                     - 3 -
<PAGE>   33


                  must submit a certified true specimen copy of the proposed
                  policy forms to CART at least ninety (90) days prior to the
                  first date proposed to be insured by the insurance.

         3.       CART will notify the party submitting the request in writing
                  of the acceptance or rejection of insurance submissions within
                  fifteen (15) days of receipt of the submission. Only formal
                  written approval of the acceptance of insurance coverage by
                  CART shall be considered valid.

         4.       Upon acceptance, Organizer/Promoter must provide CART a
                  certified true copy of the actual policy of insurance issued
                  to track operators or Organizer/Promoter at the time of
                  issuance and no later than thirty (30) days prior to the first
                  day of the Event.

         5.       Should Organizer/Promoter fail to comply with the above
                  requirements, CART shall have the right to purchase the
                  insurance and obtain reimbursement from Organizer/Promoter.

         6.       PARTICIPANT ACCIDENT INSURANCE FOR CART PARTICIPANTS

                  Organizer/Promoter shall reimburse CART for the cost of
                  participant accident disability, medical and life insurance
                  which minimum coverages for 1998 are as follows:

<TABLE>
<CAPTION>
<S>                                                               <C>       
                  Accidental Death and Dismemberment              $50,000.00
                  Primary Accident Medical                        $150,000.00
                  Excess Major Medical                            $350,000.00
                  Weekly Disability (to 104 weeks)                $    250.00
                  Monthly Disability (to 48 months)               $    300.00
</TABLE>


                                     - 4 -
<PAGE>   34

                                  SCHEDULE "C"


                            UNIFIED CREDENTIAL SYSTEM
                         AND FACILITY ACCESS PROVISIONS


CART SEASON CREDENTIALS (PLASTIC PICTURE IDENTIFICATION)

Picture identification cards will be issued to CART participants as provided for
in this Agreement. Persons issued this credential may only use this credential
as expressly allowed for by the CART Rule Book, and only applies as to their
need or function. Any change in costs agreed to by the Promoters' Association
and CART will supersede the costs included in this Schedule "C".


A.  TEAMS

Each CART Owner Membership is entitled to a maximum of forty (40) CART picture
I.D. license/credentials upon acceptance of application and payment of fees due
CART. Additional license/credentials (41-100) may be purchased at a cost of
$185.00 each per season. Revenues derived from such purchases less $25.00 per
credential will be divided equally among all CART Organizer/Promoters.

These license/credentials are to be issued to team members, i.e., owner, team
manager, chief mechanic, crew members, designated team and/or sponsor public
relations representative and any other associates the owner desires within the
allotted maximum number. This credential will permit access to the facility and
restricted areas including the pit area at all times during any CART Event. At
specified Events, a limited number of special credentials will be issued to
allow only necessary and appropriate personnel access to the pit area thirty
(30) minutes prior to and during the CART race.


B.  DRIVERS

Each driver will be issued a permanent CART picture license/credential. An
additional picture license/credential will be issued to the driver's spouse or
companion. Both credentials will permit access to the facility and restricted
areas including the pit area at all times during any CART Event. At specified
Events, a limited number of special credentials will be issued to allow only
necessary and appropriate personnel access to the pit area thirty (30) minutes
prior to and during the CART race.


C.  INDY LIGHTS OR CART OFFICIAL SUPPORT SERIES

CART will provide credentials to Indy Light competitors, sponsors and suppliers
pursuant to provisions in the contract between CART 




<PAGE>   35




and American Racing Series, which currently includes the following entrant
credentials:

         1  - 12 Team Credentials                    (12) Complimentary
         13 - 17                                     (5)  at $145 per credential
         18 - 25                                     (8)  at $250 per credential

Revenues derived from such purchases shall be divided equally among all CART
Organizer/Promoters.


D.  OFFICIALS

Each CART official will be issued a permanent CART picture I.D.
license/credential. This credential will permit access to the facility and
restricted areas including the pit area at all times during any CART Event. At
specified Events, a limited number of special credentials will be issued to
allow only necessary and appropriate personnel access to the pit area thirty
(30) minutes prior to and during the CART race.


E.  SUPPLIERS AND AWARD PROVIDERS

A reasonable number of suppliers and award providers will be issued credentials
as determined by CART. These credentials will permit access to the facility and
restricted areas including the pit area at all times during any CART Event. At
specified Events, a limited number of special credentials will be issued to
allow only necessary and appropriate personnel access to the pit area thirty
(30) minutes prior to and during the CART race.

Each CART authorized supplier may request annual credentials for any number of
persons provided that these persons are bona fide members of the supplier's
support team needed at the track. Five (5) such credentials will be issued at no
charge. For each team supplied, one (1) additional credential will be provided.
All credentials issued over and above the allotted number will be charged at a
price of $500.00 per credential. Revenues derived from such purchases less
$10.00 per credential will be divided equally among all CART
Organizer/Promoters. CART has the right to review all requests and, if necessary
to ask for a clarification of the role to be performed by each person for whom a
credential is requested. If a supplier acquires a credential for a third party
under this system (i.e. for a person that is not a bona fide member of the
supplier's support team needed at the track), all credential privileges will be
revoked.

Each CART authorized award provider shall be entitled to a maximum of five (5)
credentials at no charge. Additional credentials may be purchased at a cost of
$100.00 each per season. Revenues derived from such purchases less $10.00 per
credential will be divided equally among all CART Organizer/Promoters.


F.  MEDIA

CART will issue a limited number of credentials to nationally and
internationally recognized journalists and photographers covering the majority
of Series Events on assignment for recognized media. They will 






                                     - 2 -
<PAGE>   36



clearly be marked "MEDIA" and "MEDIA PHOTO" respectively. All media and photo
credentials will permit access to the facility and restricted areas including
the pit area and media center at all times during any CART Event. At specified
Events, a limited number of special credentials will be issued to allow only
necessary and appropriate personnel access to the pit area thirty (30) minutes
prior to and during the CART race.


G.  TELEVISION PRODUCTION

Television talent, key production staff and season-long television production
crew members are credentialed and marked "Network TV". All "Network TV"
credentials will permit free and unrestricted access to the facility and all
associated areas including the pit area and media center at all times during any
CART event. Individuals accredited by this CART Season Credential marked
"Network TV" should receive access to the same areas as any Event credential
issued by CART or the promoter to the television production crews. At specified
Events, a limited number of special credentials will be issued to allow only
necessary and appropriate personnel access to the pit area thirty (30) minutes
prior to and during the CART race.


H.  SPONSORS

A reasonable number of CART sponsors will be issued credentials as determined by
CART. These credentials will permit access to the facility and restricted areas
including the pit area at all times during any CART Event. At specified Events,
a limited number of special credentials will be issued to allow only necessary
and appropriate personnel access to the pit area thirty (30) minutes prior to
and during the CART race.

Each CART sponsor shall be entitled to a maximum of five (5) credentials at no
charge. Additional credentials may be purchased at a cost of $500.00 each per
season. Revenues derived from such purchase less $50.00 per credential will be
divided equally among all CART Organizer/Promoters.


EVENT CREDENTIALS (PROVIDED BY THE ORGANIZER/PROMOTER)

A.  ISSUED BY CART:

         1.  ASSISTANTS

         Organizer/Promoter shall make Event credentials available to CART for
         those persons assisting CART Officials. These credentials shall be the
         same type of credentials as those issued by Organizer/Promoter to
         others assisting in the production of the Event and will permit access
         to the facility and restricted areas including the pit areas at all
         times during any CART Event. At specified events, a limited number of
         special credentials will be issued to allow only necessary and




                                     - 3 -
<PAGE>   37



         appropriate personnel access to the pit area thirty (30) minutes prior
         to and during the CART race.

         2.  SPONSORS

         For each Owner Membership accepted by CART the entrant may be entitled
         to a maximum of twenty (20) credentials per accepted membership for
         team sponsors. These credentials will permit access to the facility and
         restricted areas during CART activities. Access to the pit area will be
         terminated thirty (30) minutes prior to the start of and during the
         CART race. Each credential purchased hereunder shall apply to all CART
         sanctioned events during the season and shall be purchased at a cost
         equivalent to the sum of $45.00 for each permanent race circuit on the
         schedule and $55.00 for each temporary race circuit on the schedule.
         Revenues derived from such purchases will be divided equally among all
         CART Organizer/Promoters.

         3.  ADDITIONAL CREDENTIALS, PASSES, TICKETS AND PARKING

         Organizer/Promoter will provide CART with additional credentials,
         passes, tickets and parking to be utilized as stated below for
         distribution at the discretion of CART.

         (A)  CREDENTIALS AND PASSES

         General - Three Hundred (300) credentials for distribution by CART;
         Access to the pit area will be terminated thirty (30) minutes prior to
         the start of and during the CART race;

         Drivers - Four (4) credentials to each participating CART driver;

         Broadcast Partners (U.S. and International Television and CART Radio) -
         Organizer/Promoter will provide all broadcast partners with
         specifically designated all access "Network TV" credentials, which
         accord production personnel free and unrestricted access to the site of
         the event and associated areas otherwise restricted to the general
         public. These areas are to include the media center, pit lane, paddock,
         television compound, camera locations, announce booths, hospitality
         areas, and trackside access for the sole purpose of producing
         television coverage of the Event. This "Network TV" credential should
         be restricted for distribution to and use by authorized workers only
         under the direction of CART. At specified Events, a limited number of
         special credentials will be issued to allow only necessary and
         appropriate personnel access to the pit area thirty (30) minutes prior
         to and during the CART race.

         Indy Lights - Organizer/Promoter will provide Event credentials for
         Indy Lights sponsors, suppliers, and guests. CART to coordinate.

         (B)  TICKETS

         General - One Hundred (100) tickets (deluxe grandstand  seating) for 
         use by CART - to be received thirty (30) days prior to race day;





                                     - 4 -
<PAGE>   38




         Television Network - Fifty (50) tickets (prime seating location) for
         intended use by CART's TV Network, to be received thirty (30) days
         prior to race day.

         (C)  PARKING


         U. S. Television Network - Parking passes shall be provided by
         Organizer/Promoter up to a total of (64) sixty-four; Forty (40) should
         allow parking adjacent or as close as possible to television compound,
         with another twenty (20) providing convenient access to overflow
         parking; Four (4) service vehicle passes shall also be provided to
         allow delivery and servicing of equipment to all areas of Event. CART
         to coordinate;

         International Television Networks - Parking passes shall be provided by
         Organizer/Promoter up to a total of (17) for ESPN International. Ten
         (10) should allow parking adjacent or as close as possible to the
         television compound with another five (5) providing convenient access
         to overflow parking. Two (2) "service" vehicle passes shall also be
         provided to allow delivery and servicing of equipment to all areas of
         event. Additionally, four (4) parking passes shall be provided for each
         other attending international network (excluding ESPN International),
         preferably located as conveniently as possible to the television
         compound. CART to coordinate.

         CART Radio Network - Parking passes shall be provided by
         Organizer/Promoter up to a total of (4) four, including three (3)
         preferably in a location as close as possible to the radio announce
         booth, and one (1) "service" vehicle pass to allow for delivery or
         servicing of equipment to all areas of event. CART to coordinate;

         Media - At least fifty (50) parking spaces shall be provided by
         Organizer/Promoter for media personnel credentialed by CART in the
         vicinity of the media center, with convenient overflow parking;

         Competitor Transporter Space - Each entrant (i.e., each separately
         entered car/driver combination) will be allocated sufficient parking
         space in the paddock area for one (1) transporter and work area
         (minimum 85 feet x 31 feet);

         Competitor Motor Coach/Hospitality Space - Each entrant (i.e., each
         separately entered car/driver combination) will be allocated sufficient
         parking space for one (1) motor coach (minimum 55 feet x 15 feet);
         Additional space over and beyond the 55 feet x 15 feet will be charged
         to the teams, consistent with the CART/Promoter Motorhome Policy.

         Owners/Drivers/Team Affiliates/CART Officials & Staff -
         Organizer/Promoter will designate a parking area which will accommodate
         owners, drivers, team affiliates and CART officials and staff. Such
         area will be located in close proximity to the paddock and/or garage
         area. CART owners and drivers will have access to park in the paddock
         or motor coach areas. The number of passes 




                                     - 5 -
<PAGE>   39



         required will be mutually agreed upon by Organizer/Promoter and 
         CART's Registration Manager;

         CART Business Coach - Organizer/Promoter shall provide space in an area
         easily accessible from the pit and paddock for the parking of CART's
         business coach;

         Suppliers and Manufacturers - Organizer/Promoter will provide parking
         and work areas in the paddock for suppliers and manufacturers that
         provide entrants with products and services;

         Indy Lights or CART Official Support Series - Organizer/Promoter will
         provide an area in the paddock for Indy Lights transporter parking,
         competitor work areas, administrative functions and technical
         inspection. An area close to the paddock for team parking will be
         available.


B.  ISSUED BY PROMOTER:

         1.  RACE PIT CREDENTIALS

         This Event credential, provided by Organizer/Promoter for issue by the
         Organizer/Promoter and CART allows the bearer access to the facility,
         paddock/garage and the pit area at any time during a weekend racing
         Event. At specified Events, a limited number of special credentials
         will be issued to allow only necessary and appropriate personnel access
         to the pit area thirty (30) minutes prior to and during the CART race.
         Persons with this credential must remain behind the pit wall during on
         track activity. The dress code will be in effect during races with
         scheduled pit stops.

         2.  PRACTICE & QUALIFYING CREDENTIALS

         This Event credential, provided by Organizer/Promoter for issue by
         Organizer/Promoter and CART allows the bearer access to the pit area
         during all on track activity except races when scheduled pit stops are
         a part of the race. Persons with this credential must remain behind the
         pit wall during on track activity. The bearer must leave the pit lane
         thirty (30) minutes prior to the start of a race with scheduled pit
         stops.

         3.  REDEEMABLE CREDENTIAL

         This credential provides the bearer general admission and
         paddock/garage area access, but does not allow admission into other
         restricted areas. To gain access to the pit area, the bearer must
         present the credential for validation or reissue and sign the proper
         waiver at a redemption center. The redemption center will be operated
         by CART or Organizer/Promoter and will be located in the infield,
         paddock or other area mutually agreed upon by CART and
         Organizer/Promoter. The purpose of this credential is to allow
         distribution of credentials to V.I.P.'s that would be issued a pit
         access credential prior to the Event. This system will ensure easy
         access to the facility and not allow pit access until the proper waiver
         is signed.




                                     - 6 -
<PAGE>   40



         4.  OTHER ACCESS IDENTIFIERS

         There are other access identifiers that are used in conjunction with
         the above three credentials to allow access into specific restricted
         areas (trackside access, media center access, etc.) that are provided
         by Organizer/Promoter for issue by Organizer/Promoter and CART.
         Organizer/Promoter agrees to provide a list to CART, two (2) weeks in
         advance of the Event, of all local and regional TV broadcasters
         accredited by Organizer/Promoter, for the Media Center area.


C. All credentials shall be plainly marked "RACE PIT" or "PRACTICE & QUALIFYING
PIT", "MEDIA", "MEDIA PHOTO", etc. Terms such as "HOT PITS" or "COLD PITS" are
not acceptable.


RULES

         1.       Credentials are not transferable.

         2.       Persons in restricted areas may not enter team areas unless
                  invited, must obey the instructions given by CART officials
                  and security personnel in regards to their safety and well
                  being and may not interfere in any way with the activities of
                  CART participants or the Event. All credentialed persons are
                  bound by the rules set forth in the CART Rule Book which
                  pertain to conduct and safety.

         3.       Persons not properly attired must leave the pit area thirty
                  (30) minutes prior to the scheduled start of the race. Proper
                  attire is defined as including the following tenets:

                           A.  Shorts are not permitted.
                           B.  Shirts fully covering the shoulders must be 
                               worn at all times.
                           C.  Open-toe shoes are not permitted.

         4.       Minors, i.e., persons under the age of eighteen (18) or the
                  legal age of majority in the applicable jurisdiction if
                  greater than the age of eighteen (18), are not permitted in
                  the pit area at any time.


IMPLEMENTATION

         1.       All security guards, gate guards, pit workers, registrars and
                  staff members with activities that may be affected by this
                  policy, will be notified of this policy.

         2.       All CART Owners, Drivers, Team Managers, Chief Mechanics and
                  corporate Sponsors will be notified of this policy.



                                     - 7 -
<PAGE>   41


                                  SCHEDULE "D"


                          PPG PROGRAM AND OFFICIAL CARS


PACE CARS

The PPG pace cars will serve as the Official Pace Cars at all CART Events
sanctioned by CART and shall be the only pace cars referred to as "Official Pace
Cars" in any advertising, publicity, or promotion of a CART Event by the
Organizer/Promoter.

Track announcers shall identify the PPG pace cars during the parade laps and
continue to identify the starting PPG pace car when it starts the race and when
it is on the track during caution flag periods.


TICKETS AND CREDENTIALS

Organizer/Promoter shall provide choice seating locations for PPG when it makes
ticket purchases for its customers at the same rates, including discounts,
provided any other corporation or group. Also, Organizer/Promoter shall provide
PPG with a reasonable number of pit passes and parking stickers at no cost.


PROGRAM

Organizer/Promoter shall provide PPG with one (1) full-page, full color ad, for
which PPG will furnish color separations, and one (1) full-page of editorial in
their program at no cost to PPG.


NEWS RELEASES

The PPG Cup shall be identified in all news releases and publicity issued by
Organizer/Promoter.


DISPLAY IN WORK AREA

Organizer/Promoter shall provide an area for the display and maintenance of the
PPG Pace Car fleet as required by PPG and CART.


PPG ON TRACK ACTIVITIES

The Event schedule will include time for PPG on track activities. The scheduling
(placement and allotted time) of these activities will be consistent with
Paragraph 26 of the Organizer/Promoter Agreement and SCHEDULE E.




<PAGE>   42



OFFICIAL CARS

In the event that Organizer/Promoter is able to obtain an official car from a
national automobile manufacturer and/or its local auto dealer, the parties agree
to designate that car as the Official Car of the Event and Organizer/Promoter
shall obtain any revenue derived as a result of the participation of the
national automobile manufacturer and/or its local dealer as a sponsor. In the
event that the national automobile manufacturer from which Organizer/Promoter
obtains a car is a manufacturer of a participating PPG car (whether such car is
obtained by the Organizer/Promoter directly from the manufacturer or from a
local dealer), CART agrees that such official car, if represented in the PPG
fleet, or if not so represented, such other model produced by said manufacturer
which is represented in the PPG fleet as may be selected by such manufacturer
shall be designated by CART as the Official Pace Car of such Event.



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<PAGE>   43



                                  SCHEDULE "E"


                                EVENT ACTIVITIES


CART ACTIVITIES

         The appropriate (road course, oval or 500 mile) standard CART schedule
         will be in effect at all Events, including the "time certain"
         requirements as implemented by CART.


OFFICIAL SUPPORT SERIES AND PPG PACE CAR ACTIVITIES

         Indy Lights and CART's other support series (maximum of three (3))
         shall be entitled to compete at this Event. CART shall have the right
         to schedule, at any time during the Event, including race day, its
         support series events as part of the overall CART activities.
         Standardized schedules similar to the CART standard format schedules
         will be developed for PPG Pace Car on track activities, Indy Lights,
         and CART's other support series.


OTHER SUPPORT RACE ACTIVITIES

         Any additional motor racing events must be approved by the CART Vice
         President, Competition. These activities will be scheduled in a manner
         which will minimize any interference with any scheduled CART, Indy
         Lights or CART's other support series and PPG Pace Car on track
         activities. Support activities should be selected to provide an
         appropriate complement to CART activities and must be a balanced
         program and offer good entertainment value to the fans. A one half-hour
         break between scheduled competition activities is recommended. All on
         track support activities must be sanctioned by a recognized FIA
         affiliate. A formal sanction agreement executed between the sanctioning
         body and the event organizer must be on file with CART. This agreement
         must verify the performance and obligations of the sanctioning body and
         the event organizer and must not infer any organizational or
         operational responsibility to CART. These activities must be held in
         compliance with the sanctioning body's rules. The participant accident
         and liability insurance limits and carrier must be acceptable to CART.
         In addition, celebrity events must comply with the following:

                  1.  All drivers must have successfully completed both 
                      classroom and on track instruction.

                  2.  Race cars must meet the safety requirements
                      prescribed by the sanctioning body of record and as a
                      minimum must be equipped as follows:

                      a)   A seat that provides proper driver support in case
                           of impact.
                      b)   A five (5) point competition seat belt and harness.
                      c)   Rollover protection:
                              -  roll cage for closed - wheel production-type 
                                 or -based vehicles; 
                              -  roll hoop for sports race and open-wheel race 
                                 cars.




<PAGE>   44


                      d)   The electrical system must include an accessible 
                           master switch and an impact/rollover switch. Both 
                           of these devices must interrupt the current to all 
                           onboard circuits.

                  3.  Historic and vintage car practice, qualifying, race
                      or exhibition activities will not be scheduled as
                      part of this Event.

                  4.  Only one race competition per CART sanctioned event
                      weekend will be scheduled for any support race
                      category.

                  5.  Commitments to live television coverage for support
                      activities will not be allowed, as such activities
                      will be interrupted by any delay in the schedule.


ENTERTAINMENT ACTIVITIES

         Parades, exhibitions, stunts and other entertainment activities must be
         scheduled in a manner which will not interfere with any racing
         activity. CART does not accept any organizational or operational
         responsibility for these activities. These activities must be held in
         compliance with any applicable local, state or federal guidelines or
         regulations. Event liability insurance must be in place to cover these
         activities.



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<PAGE>   45



                                  SCHEDULE "F"


                         POST RACE PROCEDURES/ACTIVITIES


The following post-race Victory Circle procedures are to be followed by all
drivers, teams, sponsors, promoters, track and security personnel, P.R.
representatives and the media. Procedures may vary at individual tracks by prior
arrangement between Organizer/Promoter and CART. In the event of such change,
notification will be made in the Drivers Meeting and in the Press Room.

The objectives of these procedures are to develop a uniform handling of the
Victory Circle procedure in order to provide for a safe conclusion to the Event,
protect the integrity of the live television coverage of the Event, and to
present the winning drivers to the fans and the media in a organized fashion
that showcases the sport, and the sponsors who support it, in the most positive
way possible.

These procedures are meant to provide a guideline for the ideal handling of the
conclusion of the Event. Some of these procedures or the order of them may be
modified to take advantage of the physical properties of the Competition. It is
not meant in any way to deter the spontaneity or enthusiasm associated with
winning the race.


VICTORY CIRCLE PROCEDURES

1.       The Victory Lane or Winner's Circle podium and backdrop shall be
         constructed to meet all specifications contained in CART's agreement
         with its Series title sponsor and shall be subject to the approval of
         CART and its Series sponsor. A photograph or sketch of the podium shall
         be provided to CART at least four (4) weeks prior to the Event; CART
         shall respond within three (3) days. The backdrop may not be covered
         over. Its appearance or function may not be changed without permission
         of CART.

2.       Security sets temporary fencing across from the track at designated
         location near the finish line and along the side or sides of the track
         to form a "U" shape into which the cars will drive. Security will
         coordinate with the Assistant Technical Director. All personnel are
         reminded of the CART Rule Book which prohibits the crossing of the
         track and pit areas during any Competition.

3.       Accredited photographers move behind security on up track side to 
         await the top three (3) cars.

4.       The top three (3) cars stop perpendicular to security line side by
         side. Or, alternately, winning car pulls into permanent track Victory
         Circle where available.

5.       Security sets temporary fencing across track behind top three (3) cars,
         totally surrounding the cars, however, establishing two (2) entry
         points on opposite ends of the Victory Circle for access. The following
         personnel will be admitted, with appropriate accreditation: CART
         officials, Broadcast Partners, owners/teams, driver's immediate family,
         key sponsor executives, senior track and security, limited other
         personnel as determined by CART. One of the two (2) entry points should
         be designated for the exclusive use of the drivers, owners/teams and
         CART officials.





<PAGE>   46







6.       CART Promotions Coordinator gives appropriate tire manufacturer hat to
         winner for television interviews. Television interviews will be
         conducted in the following order with priority given to live shows over
         tape:

         A.       Host TV broadcaster
         B.       Foreign TV broadcaster
         C.       Network radio-if live
         D.       Local radio-if live
         E.       CART Productions

         Note that with three (3) drivers available, some interviews may occur
         simultaneously. Live television will have preference of interviewing
         drivers one, two and three without wait. All other driver interviews
         may be conducted following trophy presentation.

         Teams, P.R. representatives, sponsors and others should respect the
         integrity of the television broadcast and act appropriately. All three
         (3) drivers should be respected. No unauthorized hats, products,
         signs, etc. may be thrust in front of Television cameras. No hats may
         be exchanged during televisions interviews or in front of the camera.

7.       Title Sponsor Victory Podium Truck, if applicable, moves into position
         during interviews.

8.       After all television/radio interviews, top three (3) drivers proceed to
         Victory Podium Truck or permanent podium where available. Security will
         provide escort for drivers. In the event Television is still live,
         security will expedite same.

9.       Drivers will be presented and interviewed by the track announcer on
         stage in the following order: 3-2-1

10.      Organizer/Promoter may designate and present additional awards as
         agreed by CART. Such agreement will not be unreasonably withheld. Any
         additional award presentation must follow the Event trophy presentation
         to the three (3) drivers and winning team owners.

11.      Trophies are presented by executive presenters designated by
         Organizer/Promoter. Event title sponsor hats are worn. Beauty queens
         should not be on stage unless stated in pre-existing agreements with
         title sponsor, or otherwise in accordance with the promotional model
         program as agreed upon by CART and the Organizers/Promoters.

12.      Winning owner(s) are present on podium for presentation of Trophy.

13.      First round of photography. Executive presenters and/or owner(s) 
         leave platform.

14.      CART Promotions Coordinator effectuates changes of driver's hats for
         still photography session(s). This sequence will not appear on
         television. Hats will be accommodated in the following order:

         A.       Series Title Sponsor(s)
         B.       Team Sponsor(s)


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<PAGE>   47


         C.       Limited number of additional sponsor(s) only by prior 
                  agreement-time permitting

15.      Organizer/Promoter retains the right to provide champagne which will
         not be sprayed until all photo sessions are concluded.


VICTORY LAP

Drivers should be showcased to the fans. CART News Managers may accompany
drivers if sufficient space is available.

Upon completion of Victory Lap drivers proceed to Press Room for interviews.
Security will provide proper escort.

The Victory Lap is optional at the discretion of Organizer/Promoter.




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<PAGE>   48


                                  SCHEDULE "G"

                 FEDEX SERIES MARKETING AND SPONSORSHIP PROGRAM


Pursuant to paragraph 26B of the Agreement, Organizer/Promoter shall provide at
its expense except as otherwise specifically provided the following additional
entitlements for the CART Series title sponsor Federal Express Corporation.


FEDEX SERIES MARKETING PROGRAM

Organizer/Promoter shall provide FedEx the following Series marketing
entitlements, at no cost to CART or FedEx, except as otherwise stated:

A.       Exclusivity in the "shipping" category, including, but not limited to
         (i) on-site visibility; (ii) on-site sampling activities; and (iii)
         provider of routine delivery services;

B.       The right to brand the program in any mutually determined manner within
         the defined category;

C.       Twenty Thousand ($20,000.00) Dollars hospitality credit to be applied
         toward site/facility rental, food and beverage;

D.       Right to use the term "Associate Sponsor" of each Event; and the rights
         that are assigned to an Associate Sponsor;

E.       Inclusion in the Event press kit;

F.       One (1) full page, four-color advertisement in the Event souvenir
         program, with content determined by FedEx;

G.       One (1) page of editorial in the Event souvenir program, with content
         determined by FedEx;

H.       Ten (10) Diamond Vision messages at downtown courses or where
         available;

I.       Ten (10) public address announcements over race weekend, with content
         determined by FedEx but subject to approval by CART, which approval
         shall not be unreasonably withheld;

J.       One hundred fifty (150) grandstand/admission tickets, and a discounted
         ticket pricing program for purchase of additional Event tickets for
         FedEx employees;

K.       One hundred fifty (150) paddock access credentials;

L.       One (1) billboard visible to television exposure in addition to the
         Event signage rights accorded FedEx as the Series title sponsor as
         provided below;

M.       One 40' x 40' Expo/Sampling display space in the manufacturing midway;




<PAGE>   49



N.       Right to use Event logo for promotional purposes;

O.       Competition trophies to be delivered to Victory Circle via FedEx truck;

P.       One FedEx revenue operation (kiosk) located in CART paddock area for
         delivery service;

Q.       Space for a FedEx cut-away truck display; and

R.       Series Logo or FedEx logo painted on race track surface visible to
         television exposure, during the Event.


In consideration of the foregoing Series marketing entitlements provided by
Organizer/Promoter, CART agrees to pay Organizer/Promoter a total amount
equivalent to One Hundred Thousand ($100,000.00) Dollars per Event, which amount
will be deducted from the final payment of the Organization and Rights Fee for
such Event.


FEDEX SERIES TITLE SPONSORSHIP RIGHTS

Organizer/Promoter shall provide FedEx the following Series title sponsorship
rights at no cost to CART or FedEx, except as otherwise stated:

A.       One (1) location for a painted sign highly visible to the principal
         grandstands and to television cameras covering the race. FedEx will
         assume responsibility and cost for painting the sign.

B.       Preferential treatment in placement of temporary banners, signs, and
         flags at each track for CART Events only. Where there is a tower, or
         two towers, FedEx's banner shall be placed in a center location,
         separate and apart from all other signs and banners. FedEx shall
         receive at no charge at least two (2) choice locations at each track.
         Additional placement of FedEx signs and banners will be in such
         locations as may be determined by discussions between
         Organizer/Promoter and representatives of FedEx.

C.       Series Logo or FedEx logo featured in all Event promotional activities,
         including news releases, posters, marketing brochures, souvenir
         programs, newspaper inserts, and all tickets;

D.       Series Logo or FedEx logo prominently featured on the backdrop of all
         Victory Circle celebrations and media area backdrops; and

E.       Right to hang one (1) banner on the Timing and Scoring tower (at tracks
         that have such a tower).



GENERAL

A.       Where applicable, FedEx shall supply in a timely manner, the necessary
         promotional material, 



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<PAGE>   50


         color separations, body copy, hospitality requirements, and any other
         information required to accommodate such marketing and sponsorship
         entitlements.

B.       All production costs associated with the aforesaid entitlements shall
         be the responsibility of FedEx.



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